Maine Sports Hall of Fame

Section 1 - Name

The name of the Corporation shall be MAINE SPORTS HALL OF FAME.

Section 2 - Corporate Seal

The Corporation may have a Corporate Seal with the name of the Corporation, the year of its incorporation, and the name of the State of Maine, so engraved on its face that it can be embossed on paper by pressure. The Board of Directors may change the form of the Seal at any time.

Section 1 - Purposes

Holding to the dignity and beneficence of athletic endeavor, for participant, spectator, community and State, and the exertion of such as another expression of human arts and skill, the purposes of this Corporation are:

1. To appoint and bestow recognition, awards and scholarships to outstanding Maine high school scholar/athletes, male or female for their scholastic and athletic leadership;
2. To formally honor and memorialize Maine athletes and great sports figures that have brought distinction and honor to the State of Maine and those that have made or continue to make substantial contributions to the development and advancement to Maine sports.

Section 2 - Nonprofit Status

The Corporation is and shall remain a volunteer, nonprofit organization and no part of the net earnings of the Corporation shall inure to the benefit of any individual. Upon dissolution of the Corporation, any remaining net assets shall be distributed to such educational or charitable organizations and in such proportions and amounts, as the members of the Corporation shall determine. It is hereby provided, in any event, and in the event of dissolution, any and all assets are and shall be hereby, permanently dedicated to Internal Revenue Code 501(c)(3) purposes and to any acts amendatory thereof or additional thereto.

Section 1 - Membership

Members of the Corporation are so designated following payment of annual donations to the Corporation. Membership in the Corporation may be from the public at large, or to the extent possible, shall include past or present representatives of Maine School and College athletic and coaches associations, Maine professional or amateur athletic associations, and past or present representatives of the Maine newspaper, television and radio broadcasting, and publishing industries.

Section 2 - Annual Meeting

The annual meeting of the Board of Directors shall be held during the month of May in each year, at such time and place as may be designated by the President. In the event that the annual meeting of the Directors is not held as herein prescribed, a special meeting of the Directors may be called and held in lieu of and for the purposes of the annual meeting of the Directors.

Section 3 - Notice of Annual Meeting

Written or printed notice of the annual meeting or any special meetings may be called at any time by the President, Executive Committee, or by any five Directors of the Board. The Secretary shall mail notice, to each Director at his or her address as it appears on the corporate books. Notices shall be mailed at least ten (10) days prior to the meetings, stating the place, date, time, agenda, and material pertinent to the matters to be discussed. If the President deems an emergency exists, telephone or Email notice shall be sufficient.

Section 4 - Quorum

At any annual or special meeting of the Board of Directors, nine (9) members of the Board shall constitute a quorum for the transaction of business. If at any meeting of the Board there be less than a quorum present, a majority of the members present shall adjourn the meeting or proxies may be used to bring the total votes to the required quorum number.

Section 5 - Proxy

A proxy which is dated more than six months before the meeting, names therein shall be invalid and no such proxy shall be valid after the final adjournment of such meeting.

Section 1 - Officers

The officers of the Corporation shall be a President, one or more Vice Presidents, a Treasurer, a Secretary, and the Board of Directors may elect such other officers. All officers shall hold office for one year or until the next regular meeting.

Section 2 - Voting

The President, one or more Vice-Presidents, the Treasurer, Secretary and such other officers as the Board of Directors may determine, shall be elected by ballot and vote by the Board of Directors at it’s annual meeting. Voting proxies may be used to bring the total votes to the required quorum number.

Section 3 - Members of Corporation

All officers of the Board of Directors must be members of the Corporation.

Section 4 - Vacancies

The Board of Directors at any meeting of such Board may fill all vacancies in any of the offices of the Corporation.

Section 1 - President

The President, subject to the control of the Board of Directors, shall have general charge and control of all the business and affairs of the Corporation. The President shall preside at all meetings of the Corporation and of the Board of Directors, and shall perform such other duties as the Board of Directors may authorize. The President shall have the power to sign all corporate mortgages, deeds, leases and contracts, and shall have custody of the same.

Section 2 - Vice President

In the absence of the President, or in the event of death, inability or refusal to act as President, the Vice President (or if there be more than one Vice President, the Vice Presidents in the order of their election) shall perform the duties of the President, and when so acting, shall have all the powers of the President. The Vice President or Vice Presidents shall perform such other duties as the Board of Directors may direct.

Section 3 - Treasurer

The Treasurer shall have the custody of the funds of the Corporation, which funds shall be deposited in such banks as the Treasurer shall designate with prior approval of the Board of Directors. The Treasurer shall collect and receive all moneys due and owing to the Corporation and disburse the same pursuant to the contracts and obligations of the Corporation or the Board of Directors. The Treasurer shall keep accurate books of account and shall have the custody of all moneys, and documentation concerning debts. The Treasurer shall have the power to sign checks. The Treasurer shall submit financial statements at the annual meeting of the Corporation and Board of Directors. Such financial statements shall be in such form as specified by the Executive Committee.

Section 4 - Secretary

The Secretary shall be Secretary of the Corporation and of the Board of Directors. The Secretary shall be sworn to the faithful performance of the duties and shall attend all meetings of the Corporation and of the Board of Directors, and shall record upon the books of record of the Corporation the proceedings of such meetings and perform all other duties incident to the office. The Secretary shall give notice to the members of the Board of Directors of the respective meetings as provided by the By-Laws. In the absence of the Secretary, from any meeting of the Board of Directors, a temporary Secretary shall be chosen who likewise shall be sworn to the faithful performance of those duties.

Section 1 - Number of Directors, Terms, Resignation

There shall be a Board of not less than twenty-one (21) nor more than twenty-five (25) Directors consisting of persons who are also members of the Corporation. One-third of the Board shall be elected for a term of one year, one-third shall be elected for two years, and one-third shall be elected for a term of three years. The Directors shall serve until their successors are elected and installed. Also, the Board of Directors shall be selected and apportioned as much as is reasonably possible according to the principal geographic areas of the state. If a person shall resign as a member of the Corporation, they shall have deemed to resign any other office as well. Subsequently, the Directors shall be elected for a one, two, or three year term by ballot by the members of the Board of Directors at the annual meeting. Directors may also be elected at any other meeting providing that notice of the election shall be inserted in the notice of the meeting.

Section 2 - Management, Executive Director, Gifts, Document Authorization

The Board of Directors shall have the entire management and control of the property, business and affairs of the Corporation. In such management and with all the powers possessed by the Corporation, so far as this delegation of authority is not inconsistent with the laws of the State of Maine, with the Articles of the Organization, or with these By-Laws. The Board of Directors may appoint an Executive Director and other necessary agents or employees whose duties shall be determined by it. The Board of Directors shall fix the salaries and compensation of the Executive Director and of the agents and employees of the Corporation. The Board of Directors shall accept or reject on behalf of the Corporation any gifts, which may be made to the Corporation. The Board of Directors shall from time to time take such action, as it may deem necessary or proper for the accomplishment of the purposes of the Corporation. The Board of Directors may in any particular instance authorize the execution of any corporate mortgage, deed, lease, contract, promissory note, or other instrument by any officer.

Section 3 - Special Meetings, Notice

Special meetings of the Board of Directors may be called at any time by the President or by the Executive Committee or by any five members of the Board of Directors. The notice of such meetings shall be sent in writing except when the President deems an emergency exists and only telephone or email notice shall be practicable. The purpose of the special meetings shall be sent to the board members fourteen (14) days in advance of the meeting. Any meeting of the Board of Directors shall be a legal meeting without notice if each director, waives such notice by a writing which is filed with the records of the meeting, or is present.

Section 4 - Annual and Special Meetings, Quorum, Proxies

At any annual or special meeting of the Board of Directors, nine (9) Directors shall constitute a quorum for the transaction of business. If at any meeting of the Board of Directors there be less than a quorum present, a majority of those present may adjourn the meeting to obtain a quorum. Proxies may be used to bring the total votes to the required quorum number.

Section 5 - Vacancies

The Board at any special meeting of the Board may fill all vacancies on the Board of Directors, including vacancies existing by reason of failure of the members of the Board of Directors to elect twenty-five (25) Directors, provided that notice thereof shall be inserted in the notice of the meeting.

Section 1 - Nomination Committee

There shall be a Nomination Committee of three members of the Board of Directors who shall elect its chair. The President shall appoint such committee at least thirty (30) days before the annual meeting of the Board. This committee shall file with the Secretary at least fourteen (14) days before the annual meeting, names of its nominees for Directors or Officers on the Board. The members of the Board shall have the right to offer nominations for Directors or Officers from the floor at the annual meeting of the Board of Directors.

Section 2 - Executive Committee

The President shall annually appoint, subject to the approval of the Board of Directors, an Executive Committee of at least five (5) members of the Board of Directors, one of whom shall be the President. The President shall be Chair of the Committee. The Committee shall elect a Vice Chair from among its members and shall also elect a Secretary who may, but need not, be a member of the Committee. The Committee shall have all of the powers of the Board of Directors in the interim between meetings of such Board, except that it may not modify any action taken by the Board of Directors; and further, the Executive Committee only shall have the power and authority to submit a maximum of two nominations to be considered by the Honors and Selection Committee for the induction into the Maine Sports Hall of Fame. The Committee may have stated days for its meetings, notice of which in writing, shall be sent by the Secretary by mail, to each member of the Committee at their address as it appears on the books of the Corporation, at least seven (7) days before the day set for the meeting. Special meetings may be called by the Chair or by the Vice Chair or by a majority of the Committee at any time, upon forty-eight 48 hours written, email, telephone or person-to-person notice. At all meetings, three members shall constitute a quorum. Proxies may be used to bring the total votes to the required quorum number. The Secretary of the Committee shall keep minutes of each meeting in a book kept for that purpose and shall promptly send a copy of the minutes of each meeting of the Committee by mail to each member all the Board of Directors. The president may fill a vacancy on the Committee occasioned by the death, resignation or inability or refusal to act of a member. The Executive Director shall at all times be subject to the direction a Board of Directors and the Executive Committee and shall have such duties as the Board of Directors and the Executive Committee may determine. The Executive Director shall attend all meetings of the Corporation and of the Board of Directors and of all committees other than the Nomination Committee, except that he/she shall not be present at that part of any meeting concerned with any discussion of salary.

Section 3 - Auditing Committee

The President shall annually appoint an Auditing Committee consisting of three (3) members of the Board of Directors who shall appoint a Chair and Secretary. This Committee shall provide for an annual audit of the accounts of the Corporation by a certified public accountant and shall annually submit to the Board of Directors a statement by such accountant of the true condition of the Corporation’s financial affairs as disclosed by the books at the time of the audit. This statement shall be in such form and contain such information as may be prescribed by the Board of Directors.

Section 4 - Honors and Selection Committee

There will be an Honors and Selection Committee of members of the Board of Directors, in addition to a non-voting Chair. The President will appoint the members of this Committee for a five (5) year term with appointments staggered so that only a part of the Committee terms will be concluded annually. The criteria established by the Honors and Selections Committee to determine potential inductees into the Maine Sports Hall of Fame shall be approved by the Executive Committee and the Board of Directors.

Section 5 - Fund Raising & Membership Committee

The President shall appoint a Fund Raising & Membership Committee and such other Committee(s), as may be necessary for the proper conduct of the business of the Corporation.

Section 6 - President and Committees

The President may be a member ex officio of each committee except the Nomination Committee. Each committee shall elect its Chair and Secretary. Unless otherwise provided in the By-Laws, a majority of the members of each committee shall constitute a quorum for the transaction of business. The Secretary of each committee or, in his/her absence, a temporary secretary elected by the committee shall keep a true record of all proceedings, which record shall always be open to the inspection of any Director. The president may fill a vacancy on any committee occasioned by the death, resignation or inability or refusal to act of a member. This section shall not apply to the Executive Committee, as to which the provisions of Section 2 of this Article 7 shall apply.

Section 1 - Rules of Order

Roberts’ Rules of Order as revised shall be used as the reference of parliamentary authority.

Section 1 - Bonds

The officers, employee, and agents of the Corporation shall furnish such Bonds and with such sureties, as the Board of Directors may determine, at the expense of the Corporation.

Section 1 - Fiscal Year

The Fiscal Year of the Corporation shall begin on the first day of June and end on the last day of May in each year until otherwise ordered by the board of directors.

Section 1 - Amendments

These By-Laws may be altered, amended, repealed, or added to at any annual or special meeting of the Board of Directors by a vote of no less than two-thirds of the members of the Board of Directors present and voting at any such meeting provided that notice of the proposed amendment or repeal shall be mailed by the Secretary to all members of the Board of Directors at least thirty (30) days prior to the date of any annual or special meeting. Proxies may be used to bring the total votes to the regular quorum number.